Coping
by bluesimageburgundy
Summary: This is a smut fic featuring Stefan/Katherine/Caroline. Set during The Cell. AU after the safe scene. It is not only a Steroline or only a Steroline so please do not leave me bad reviews based on the fact that it isn't only either of these two ships. You've been warned! Chapter 3 is straight smut. I'll pray for us all.
1. Chapter 1

Stefan lifted himself out of the dark safe and into the bright light of his living room. The other bright light in his life, his beautiful best friend, stood waiting for him to confirm that she had fixed him. She was very task-oriented. So after he helped Katherine up from the safe, he flashed Caroline a smile to let her know that he was okay. And he was, strangely okay. Even though he was currently trying to keep Caroline from noticing the bulge in his jeans as she flung herself gleefully into his arms.

Katherine had really done a number on him in the safe. Her warm breath speaking comfort against his lips, her fingertips gently stroking his cheeks, her warm body tight against his. Somehow even after a century and a half he still remembered what it was like to be surrounded by Katherine Pierce. He held back a shudder at the thought of what might have happened if the safe hadn't opened. Caroline pulled away and beamed proudly at her victory. Stefan smiled back, not wanting to discourage her, but pretty confident that Katherine's not-so-subtle seduction was the actual reason for his miraculous cure.

"I'm, uhh, gonna go upstairs," Stefan announced, slipping away from the two women and pounding his boots against the stairs.

He exhaled deeply as he closed himself into his room. Never would he have thought that Katherine could make him feel that way ever again. But somewhere between his temporary weakness and her sudden kindness, she was slipping through his cracks. He felt like that's all he was anymore, a series of cracks, intricately arranged glass, shattered but rearranged. Put back together but not exactly right. Not exactly whole.

He wasn't really surprised to hear his door creaking open, wasn't surprised to hear Katherine's heeled boots entering the room or to smell her sweet perfume.

"You're welcome, by the way," she purred, walking up behind him. He felt the heat radiating off of her human body, through his shirt and onto the skin of his back.

"Did I forget to say 'thank you'?" he replied, flirting back in spite of himself.

"Oh, I can think of quite a few ways for you to thank me, Stefan," she said, slipping her arms around his waist from behind, "And NONE of them involve you saying anything at all."

Before he could talk himself out of it, Stefan spun on his heels and advanced on Katherine, pushing her roughly against the wall. His hands found her waist at the same time his lips collided with hers. She gasped into his mouth with surprise before melting into him. He had a sick feeling in his stomach, but the ache elsewhere was worse, so he didn't deny himself the pleasure of what was being offered to him.

She ran her hands over him greedily, as if she'd waited hundreds of years to do so, and she had. Stefan closed his eyes as she slid her pretty little tongue against his and her hands attempted to memorized the muscles of his chest through his shirt, before tugging his shirt from his pants and snaking a hand up to gently scrape her nails against the skin of his bare stomach. He tightened at the contact and hissed in a breath as she loosened his belt and slipped a teasing hand low on his abdomen just under the waistband of his briefs. He gathered her wrists in one hand and smiled mischievously.

She looked up at him through fluttering lashes, more than happy for him to be in charge. She gasped as he lifted her hands above her head and held them against the wall, his lips and tongue exploring the soft skin of her neck while his free hand roamed her waist before grabbing her weighty breast and gently squeezing it. The sound of her moan caused him to push himself harder against her, rubbing the rock hard front of his jeans against her and holding her more tightly against the wall.

"Guys, I really need help with the safe," Caroline's voice startled them, and they whipped their heads around to watch the blonde swing into the doorway with one hand.

They watched as her mouth fell open in shock at the sight before her, and then her cheeks momentarily flush before returning to normal. Stefan could hear her heart pounding and blood surging. He released his grip on Katherine and took a step back, rubbing his thumb across his brow in embarrassment.

"Oh..." Caroline stammered, "I'm...god, I...shouldn't have...I should have knocked."

Stefan turned away, unable to look her in the eye.

"It's okay, Care Bear," Katherine said, smirking and running a hand through her hair and sauntering toward the door, "The adults were just having a bit of fun. You'll understand when you're older."

Caroline's mouth opened a bit as if she were about to respond but then she just snapped it shut again.

"Caroline..." Stefan began, not sure what he was going say, but feeling the need to say something.

She held up a hand quickly, "No, don't worry about it, Stefan," she snapped.

"Awww, is someone jealous?" Katherine taunted, making a faux pouty face.

Caroline whipped her head around to look at the other woman.

"I mean, earlier you acted like you hadn't thought about sleeping with him," Katherine continued, walking toward Stefan who stood helplessly watching the scene unfold.

She reached out a hand and dragged her fingers gently down his jaw before laying her head against his chest.

"Which I thought was ridiculous," she continued, "Because, have you SEEN him?" She giggled and wrapped her arms around his waist. Stefan tensed in her embrace.

"Or," Katherine said, turning her predatory gaze back to Caroline, "You could just join us. I'd be willing to share. He's too good not to."

She ran a hand down Stefan's chest and winked at Caroline.

Stefan looked slowly at Caroline, apologizing for Katherine's inappropriate comment with his eyes. Caroline blushed and looked between the two of them.

"Oh, who am I kidding?" Katherine said, narrowing her eyes, "Care Bear's permanent halo simply wouldn't allow her to do something so scandalous. Doesn't it get exhausting being so morally righteous all the time?"

Caroline seemed to consider her words for a second longer than she should have before she crossed her arms and let out an angry puff of air.

"Okay, well you have fun with that, Stefan," Caroline said angrily, moving to storm out.

"Caroline, wait!" Stefan called out, removing Katherine's arms from him and going after Caroline. He felt like a guilty man and he wasn't sure why, but he felt the need to apologize to Caroline.

"Oh, just let her go, Stefan," Katherine suggested, looking at her nails, "She's obviously got a little crush on you, but I don't think anything will come of it. I, however..am a sure thing." She winked and smiled.

Stefan rolled his eyes and left the room, catching Caroline just as she was about to walk out the door.

"Hey," he called out.

"Look, you're just going to have to get the safe out of here yourself," she said, fumbling with her keys and the door.

"Just wait a minute, Caroline," he asked, his hands in his pockets like he did when he got nervous, vulnerable.

"You don't have to explain, Stefan," she said, but her voice was still tinged with accusation and anger. Which, for some reason, got under his skin.

"I know I don't," he said, a strange cockiness to his voice that sounded a little strange even to him.

She raised her brows at him and chuckled humorlessly.

"You know what? Screw that! Yes, you do need to explain," she ranted, "I mean, I just walked in on you about to have sex with Katherine. KATHERINE!"

"Okay," Stefan replied, calmly.

"Okay?" Caroline said, fuming, "Is that all you have to say about this?"

"What do you want me to say, Caroline?" he said, his hands now moving from his pockets to his hips.

"Say that you were about to make a huge mistake and I stopped you!" she yelled, "Say 'Thank you, Caroline, for showing up just in the nick of time'."

Stefan chuckled, "Is that what you think, Caroline? That you rescued me?"

"Duh!" Caroline exclaimed, tossing her hands into the air.

"Look, I know you're going through a hard time right now, but that doesn't mean you should sleep with Katherine. I mean, god Stefan, have a little self respect."

Stefan was angry, and he wasn't sure why. Something about Caroline thinking that she knew better than him what he needed to do, something about her thinking that she had the right to control what he did, something about the way that she refused to admit that the reason she didn't want him to have sex with Katherine was that she was jealous. Or maybe all of that combined with the fact that he was bitter about life in general. But whatever the reason, he was angry and he was about to take it out on Caroline.

He began to advance toward her and she looked panicked.

"Maybe," he said, his voice low and dark, "You just interrupted us. Maybe..." he was backing her up against the closed front door, "I knew exactly what I was doing and wanted to do it. And, maybe...I don't need your help."

Her eyes narrowed and it fueled him.

"You know, you should try having a little fun for a change," he continued, reaching around her to toy with with the lock on the door, menacingly, "It might distract you from the fact that your boyfriend left town and your makeout buddy is dead because your best friend killed him. See, we've all got our problems. Maybe you shouldn't judge how other people...cope."

Caroline glared at him with tears in her eyes, he could hear her heart pounding through her chest. Whether it was from anger or their close proximity, he wasn't sure. She slipped from between his body and the door and let herself out.

Stefan sighed deeply and winced as the door slammed behind her. His heart felt heavy and his stomach in knots. He immediately regretted everything he'd said to her. She had just been trying to help, right?

"Aww, is this your first fight?" Katherine taunted, descending the stairs.

"Katherine, could you please try a little harder not to ruin my friendships in the future?"

She laughed, "Is that what you think you have with Caroline? A "friendship"?" she asked, making quotes with her elegant fingers.

"Of course," Stefan said, confidently, although something had been nagging at the back of his brain ever since he'd lost his memories. Things with Caroline felt just a little different than before.

"Oh, Stefan," Katherine said, walking up to wrap her arms around his neck, "So clueless, but so very hot."

She pressed her lips against his cheek and he closed his eyes at the contact. How was it that he could despise her so much and enjoy her touch at the same time? Something about her having been his first love, he guessed. Whether or not it was real, it had certainly felt real to him at the time, as a seventeen year old human in love for the first time.

"So, you wanna go back upstairs and finish what we started?" she whispered in his ear, sending chills across his skin.

He considered it momentarily before taking her hands from his neck gently and squeezing them in his own.

"I think I'm going to take a rain check, actually," he said, "I gotta get rid of this safe and do a few things. I'll be home later tonight."

"Hmm, home," Katherine purred, "I really like the sound of that."

Stefan rolled his eyes and smiled, "Don't get used to it."

Katherine smiled and shrugged, turning to walk back upstairs.

Stefan sighed and looked at the safe. He was free. He worried now that the freedom was going to his head. Thoughts of Caroline and Katherine and Elena swirled around in his head. His future was so uncertain. And there was some comfort in knowing that he could do whatever he wanted now. Freedom at its terrifying finest.


	2. Chapter 2

Music filled the living room, from the antique record player that Katherine had made Stefan drag out from some unoccupied room of the mansion. She unceremoniously dropped a Def Leppard record onto the player, let go of the needle and then gave Stefan a sexy smile before she began to twist her body around to the music.

Stefan chuckled and shook his head, taking a long drink of his beer.

"You're seriously playing Def Leppard? That's an antique," Stefan commented, his eyes on her as she swayed her hips around in a deliciously short, tight, black dress.

"What is, Stefan?" she said playfully, "The record player, or you?"

"You know you're older than me, right?" he replied, the lighthearted nature of their banter evident in the sparkle in his eyes.

"Yeah, but that will be our little secret," she teased, leaning down to poke his nose gently with each word.

He smiled and took in the view of her plump cleavage as she stood up straight again. She crooked her finger and beckoned him to come dance with her. He shook his head with a smile.

"I'm just spectating," he said, dragging his eyes indulgently up and down her body and taking another drink of his beer.

"I see," she said, running a hand from her waist, down her hip, to her thigh, "Then let me make it worth your while."

Stefan's eyes darkened as Katherine's dance turned from happy and silly to slow and seductive. He perched forward on the couch to watch her more intently. For someone that was dying, she looked none the worse for wear. Her tight black dress hugged her curves in all the right places, showing off what seemed like miles of glowing, toned leg and the perfect amount of pushed up cleavage. Her glossy dark curls were piled on her head for a change, letting him have a peek at the long expanse of her smooth neck. The heavy dark makeup around her eyes only served to make the deep brown of her irises even warmer and more inviting. She'd always been a beauty. And for someone that looked exactly the same as the girl that he was currently heartbroken over, he really didn't see any similarities between them. Elena was pretty, but Katherine was fatal.

Stefan's breath hitched in his throat as she pulled a strap off of one shoulder, then the other. The perfect mounds of her breasts popped free from the dress, now held only by a black lace bra. Stefan's mouth watered at the sight. Katherine fluttered her lashes at him and reached around to unhook her bra. He sat on the edge of his seat in anticipation. Yeah, this was exactly what he needed right now. Nothing but this. Whatever it was.

The heavy front door creaking open stopped them in their tracks. Katherine pulled up her dress to cover her bra but didn't bother fixing the straps. Stefan threw a pillow over his lap to hide the fact that he was straining through the front of his jeans.

The top of Caroline's blonde head peaked around the edge of the door. Katherine groaned and threw her head back in frustration and annoyance.

"Anybody home?" Caroline asked, letting herself in.

"Does anyone EVER knock around here?" Katherine snarked, grabbing Stefan's beer and drinking what was left.

Caroline's eyes landed on the pair and then lowered, embarrassed.

"Sorry," she said, meekly.

She sounded a lot different than she had earlier and it caught Stefan's attention. He looked her over. She was now wearing a white lace dress that fluttered out around her mid-thigh. Her down turned face was framed in pale gold curls. Looking between her and Katherine, he had to stifle a laugh at the idea of the two girls being the angel and devil on his shoulders.

"Hey, it's okay," Stefan reassured her, moving the pillow and relaxing into the couch. Katherine had gone back to twirling happily around the living room.

"Where are Damon and Elena?" Caroline asked, confused.

"Hmmm, if I had to guess, I'd say they're off somewhere either screwing or fighting," Katherine said, "I mean, that's literally all they ever accomplish."

Stefan smirked at her comment and glanced at Caroline, who would have also found the comment amusing had it come from almost anyone else. She simply glared at Katherine, who then smiled and continued to dance.

"You're looking for Elena? Is that why you came here?" Stefan asked, the question less polite and more bold than he would have normally directed at his sweet friend. His bravery came from the six pack he'd already finished and the lap dance he'd begun to received, and the overall atmosphere of strangeness that seemed to linger over them today.

"Yeah, well...no, not just that," she stammered.

"What else then?" he asked, staring at her intently.

"I wanted to apologize...for earlier," she all but squeaked out.

Stefan was surprised. He had expected her to be angry at him for a while, was prepared to be the one apologizing for his behavior once he'd gotten all of this out of his system. For her to come apologizing to him was a surprise. Not a shock though, considering who he was talking about. Caroline always apologized. She always cared. Even when she shouldn't. And especially about him. He knew he didn't deserve it.

"Not necessary, Caroline. I should be the one apologizing to you," he said, softening momentarily, "What I said earlier today was completely out of line and I'm sorry."

Caroline smiled and for a second, everything seemed normal.

"Okay, you've kissed and made up," Katherine said, sounding bored, "Now either leave or grab a drink and pick out a record," Katherine demanded pointing a finger at Caroline.

Stefan turned his eyes to Katherine and lifted his brows, confused about her intentions considering what was in the process of happening before Caroline had interrupted them again. He had assumed they would get right back to it. What was she up to?

Then he turned to Caroline, who hadn't said anything or announced her departure yet and he raised his brows at her. Was she really thinking about staying? And was he relieved or disappointed? Either way, the decision felt entirely out of his hands so he simply sat back on the sofa and waited.

"Okay, someone else has GOT to start picking the music," Stefan complained as Katherine dropped the needle on a Whitesnake album and giggled. Her hair had fallen halfway down from all the dancing and she had kicked off her black heels.

"You didn't like the 80s, Stefan?" Caroline asked with a laugh, tossing back a cranberry martini.

"I mean, I liked hair bands as much as the next guy, but out of all of the decades to choose from, who would ever pick the 80s" he said, distaste in his voice.

The girls laughed. Katherine danced. Caroline sat next to Stefan on the couch, her legs pulled up under her.

"So did you have like...power ballad hair in the 80s, Stefan?" Caroline asked, tousling his current hero hair with a laugh.

Stefan blocked her assault of his coif in mock horror, "Hey, I will not sit here and listen to these accusations."

Caroline giggled.

"No, he had more of like a Flock of Seagulls thing going on," Katherine said, sitting exhausted next to him on the other side and stroking the hair at the base of his neck, "But, on him, it was sexy."

Caroline watched as Stefan's eyes slipped closed at the contact. She was surprised at the little rush of heat that ran through her watching Katherine touch Stefan. At first it felt a little like jealousy, then like something else that she wasn't sure about. She looked around awkwardly for her drink before finding and drinking it quickly.

She didn't know how she'd ended up here. Having a 3-person party with her best friend and her murderer. It sounded a lot weirder when she said it to herself like that. Stefan's words earlier had really gotten to her. First all she felt was hurt and anger. The nerve of him saying something like that to her when she had just been trying to help him, keep him from making a colossal mistake. Then, on her drive home, she'd started to really think about what he'd said and she began to see his point. He was in a dark place right now, and he was coping. She realized that if she let herself admit it, she wasn't doing so great herself. So she would apologize, she'd decided. She was nothing if not supportive of her friends.

On the drive to his house, though, she'd been thinking about the other part of the conversation. The part where Katherine had accused her of being a child and a prude and Stefan had said nothing in her defense. Did he think of her that way? And if he did, why did it bother her? All the while images of Stefan pushing Katherine up against the wall replayed in her mind and sped up her breathing. Her head was definitely all over the place, but she still drove toward the source of the confusion as if compelled to do so. Unfortunately that wasn't the case, she was willingly putting herself in what was sure to be a strange situation.

And strange it was. She watched Katherine run her black nailed fingers through Stefan's hair and watched him lay a heavy hand upon the bare skin of her thigh. Caroline swallowed. Strange. But not unpleasant. She'd actually been having fun. They had all been having fun together for hours. She'd lost track of how long, actually. She had even allowed Katherine to drag her to her feet and dance along with her. Caroline stole glances at Stefan, making sure that he was watching her too. But why was she doing that? Why did she care?

A slow ballad began and Katherine seemed to get an idea, "Stefan," she said, scooting slightly away from him, "Why don't you ask Caroline to dance? I think she's feeling a little left out."

Caroline's cheeks colored at the unwanted and unexpected attention.

"No, that's okay," she said with an awkward chuckle, "I'm fine."

"Will you dance with me, Caroline?" he asked, sincerely, "It would be my pleasure."

She smiled and nodded. Dancing with Stefan. One of life's greatest simple pleasures. She'd been enjoying the rare occasions for years now.

Stefan stood and extended his hand to Caroline. She placed her hand in his and allowed him to pull her up in one swift motion, her body colliding into his. She gasped at the sudden contact and then smiled happily.

They assumed their normal dance position and moved to the music.

Katherine observed them from the couch, eyes judging from atop her drink.

"What is this, guys? A junior high dance?" she said, "Leave room for Jesus? I mean, really."

Stefan and Caroline rolled their eyes and shook their heads in unison, giving each other exhausted smiles. But Stefan dropped her hand and wrapped both of his arms around her waist, pulling her flush against him.

"Is this okay?" he whispered in her ear. The sensation of his warm breath in her ear sent a spark down her back.

She nodded shyly and wrapped her arms around his neck.

"Now we're talking," Katherine said, "Now we're up to high school prom level slow dancing."

"Katherine.." Stefan said, warning in his voice.

"Okay, okay," she said, throwing her hands up and smiling wickedly.

Caroline watched as she twirled a loose curl around her finger and then winked in Caroline's direction.

Caroline turned her attention back to Stefan. She found herself melting into him, surprised at how comfortable she felt tight in his embrace. His thumbs swept back and forth against the bare skin of her back where her dress dipped low. It felt better than she had even imagined. She realized that she was admitting to herself that she had, indeed, imagined how it might feel to have his fingers stroking her skin.

The song ended and he pulled slowly away, placing a soft kiss on her cheek, close to her lips.

"Thanks for the dance," he whispered into her hair, giving her a final squeeze before releasing her.

Her body felt limp as he stopped holding her up.

"Okay, my turn," Katherine said, jumping up onto the couch and then into Stefan's arms. He caught her and she squealed happily. Caroline felt just a twinge of jealousy as she reclaimed her drink and sat back down.

The next song was faster and she watched as Katherine rubbed herself against Stefan sensuously. Caroline tried to keep her expression neutral, hiding her embarrassment and excitement in attempt to prove she could handle it. Handle this. The debauchery of being a vampire. Although she wondered if most other 17 year olds didn't act the same.

Katherine lifted her leg and hooked it around Stefan's hips. Caroline's eyes followed Stefan's hand as he gripped Katherine's thigh to hold it up. She was mesmerized at the way his fingers made light indentations in the skin of her leg. Katherine tossed her head back and whipped her now completely loose hair around, using her hands to muss it further in time to the music. Stefan made a little hum of pleasure and bit gently on his bottom lip as he dug his fingers into her thigh, pulling her tightly against him and rubbing against her.

Caroline sucked in a ragged breath before she could stop herself. She was thankful that Katherine no longer had vampire hearing and probably hadn't noticed. But Stefan's eyes has darted to her as soon as the sound left her lips. His eyes were dark and they deliberately didn't leave hers as he once again rubbed himself slowly and firmly between Katherine's parted legs. Caroline chewed her own lip as her head spun and her blood surged through her body. She squeezed her own legs together as she became aware of the tension that was beginning to form there.

Katherine, following Stefan's gaze and realizing what was going on, turned her head to look at Caroline. She smiled her beautifully dangerous smile.

"Looks like we put on a pretty good show, Stefan," she said, her voice warm and thick.

Caroline licked her lips and lowered her head in embarrassment.

"We can do even better, if you'd like," Katherine said, lifting on her toes to press her lips to Stefan's neck and suck gently. He closed his eyes and Caroline listened as his heart pumped faster. She felt her own heart pounding in her chest. Blood coursing through every inch of her body. And panic. She felt panic.

"I should go," she said, weakly, searching around with her eyes for her purse, her escape.

"Caroline," Stefan said, "It's okay."

She looked up at him, curiously. What was okay? This? Because no. No it wasn't.

"It's no big deal," he continued, rubbing his hands down Katherine's waist, over her hips as she continued to press her lips and tongue against his neck.

"He's right," Katherine joined, lifting her head from him to look at Caroline, "We're just having fun. Come on, Care Bear...dance with us."

Stefan nodded and smiled. Caroline looked at him. Look into his eyes. Those warm green hero eyes that she'd been staring into for years. And she realized that she trusted him more than anyone. He wouldn't lie to her and he wouldn't let her do something that was going to hurt her. They were just coping with life. All of them. So she allowed herself to smile shyly and be pulled by Katherine's small hand back to the "dance floor" that they had created in Stefan's living room.

So they would dance together? No harm in that. Even as Caroline was repeating it through her head, she had a tickle of an idea in her head and a heat low in her stomach that said the evening was just beginning. She realized that she'd already given herself over to possibility. Tonight was just that...tonight. And she would just have to see where else it would take her. Her rapid thoughts were suddenly halted by the feel of two warm bodies on either side of her. She smiled and wondered again what the hell she'd gotten herself into.


	3. Chapter 3

She was suddenly surrounded. Katherine was dancing facing her and Stefan had positioned himself behind her back. She felt warm and a little intimidated. Katherine laid her arms across Caroline's shoulders and winked at her playfully as she swung her hips to the music. It was strangely cute, and, if Caroline was being honest, kind of hot. Katherine's breasts brushed against her own and the sensation wasn't unpleasant. The sweet smell of her and the way she kept breathing into Caroline's ear was stirring unexpected feelings in the pit of Caroline's stomach. But they were just dancing, right?

Stefan's fingers firmly grabbing her hip and pulling her back against him surprised her and she gave a sharp little inhale as her lace-clad behind landed squarely against the front of Stefan's jeans. The charged heat of the contact crept up her back and down to her toes, pooling low in her belly and between her legs.

"You feel good," he whispered in her ear, slipping his hand around to her stomach, palm flat against it and pulling her back into him again and giving a soft little thrust, possibly disguised as dancing.

Caroline couldn't help the shaky breath that came from her lips.

Katherine's eyebrows shot up at the noise, suddenly very interested in the situation again. She set her eyes on Stefan, and whether she wanted to make Caroline jealous or turn her on, Caroline wasn't sure. But without moving Caroline out of the way, Katherine reached around her and gripped the back of Stefan's neck, pulling him into a kiss over Caroline's shoulder. Caroline leaned back just enough to get a better view but not enough to lose the contact of Katherine's hips on hers or Stefan's firm bulge against her backside. She watched, lips slightly parted as Stefan's tongue slipped into Katherine's inviting mouth, sliding his tongue against hers and leaving Katherine, as well as Caroline, breathless.

"Your turn," Katherine said to Caroline, licking her lips.

Caroline thought she meant with Stefan, so she was surprised when Katherine pressed her lips against hers. Caroline stilled for a moment, before allowing Katherine to part her lips and slip the tip of her tongue into her mouth. The strokes of Katherine's tongue were soft and silky and were lulling her into a fog. Caroline found her hands creeping up, one to rest on Katherine's hip and the other to gently stroke her messy curls. As he watched them kiss, Stefan's heart was pounding against her back and his bulge was pulsing against the back of her dress. She felt his hand moving from her hip down her thigh, finding the bottom of her dress and caressing her bare skin with the palm of his hand.

Katherine pulled away with a little pop of their lips and smiled, which Caroline returned.

Her entire body was a coiled spring, humming with anticipation and some level of fear. She exhaled, trying to will the fear to leave her body. As if sensing her anxiety, Stefan gently took her by the shoulders and turned her around to face him. He smiled at her sweetly before pulling her into his embrace. She felt completely safe and comfortable in that moment. He had that affect on her. Something about that speech he had given her in the bathroom after she turned had really stuck with her. She assumed she'd always trust him. He had always coming through for her. She pulled away and looked at his face. It was a mixture of adoration and desire. She swallowed hard.

His hands came up to frame her face, his thumbs stroking her pink cheeks.

"Just kiss already," Katherine interrupted, stepping away for long enough to grab another drink.

Caroline and Stefan looked at her in annoyance before back to each other with an embarrassed smile.

"Can I kiss you?" Stefan asked, shyly.

Caroline nodded without hesitation, slightly concerned with how much she wanted him to kiss her.

His lips were firm and warm on hers, his tongue soft but strong. Her legs were jelly, her insides liquified. It felt like everything she never knew she wanted. She found her arms around his waist, pulling him desperately closer to her. He moaned against her mouth as she rubbed herself against his erection.

"Now this is what I signed up for," Katherine said, walking up behind Caroline.

Caroline tensed for a moment as Katherine's hands landed on her waist, making long soft strokes with her fingers from her hip bones to her ribs, flirting dangerously close to the undersides of her breasts and the waistband of her panties. Caroline's skin tingled everywhere Katherine touched. Stefan continued to kiss her, taking one hand from her face to cover one of Katherine's hands, moving it for her to cover Caroline's breast.

Caroline gasped into Stefan's mouth at the feeling. Katherine cupped and gently squeezed Caroline's breast through her dress with one hand, the other hand now sliding down her thigh and pulling up her dress just enough to access her inner thigh where she made tickling strokes and gentle squeezes. Overstimulated was an understatement. Caroline was painfully aroused and she could barely take anymore. She broke away from the two and stumbled a few steps back.

"Are you okay?" Stefan asked, concerned and afraid that he'd made a huge mistake and ruined their friendship.

She knew what he was thinking and quickly clarified, "Yeah, I'm fine, Stefan." She smiled as he sighed in relief.

"I think," Katherine said, walking toward her again, "That she's getting tired of being teased."

Caroline looked from Katherine to Stefan, who looked a little intimidated himself at what Katherine was suggesting. Caroline was sure in that moment that neither she nor Stefan had any idea or intention of things going quite this far with the three of them. But also that neither of them had any intention of stopping it. They were having a hard time right now. They were just coping. How many times would they keep telling themselves that?

Katherine kissed Caroline suddenly again, this time less gently. She probed Caroline's mouth with her wanting tongue and grabbed her ass with the other, rubbing herself against Caroline and eliciting a surprised gasp from Caroline's lips at the sensation of their most sensitive spots colliding just so. Katherine moved her hand around and slipped it under Caroline's dress, sliding it up her thigh and making one long stroke of her finger against the outside of Caroline's panties. Caroline moaned helplessly into Katherine's mouth and clung to her, hoping she'd either stop what she was doing or do it forever, she wasn't sure which.

Stefan all but growled as he watched the two girls feverishly kissing and rubbing against each other. Caroline's eye's drifted over to him at the sound and she watched as he squeezed himself once through his jeans in an attempt to relieve the pressure. She wanted so badly to touch him herself.

She pulled away from Katherine and took her by the hand, pulling her over to Stefan. He watched the girls approach him with dark eyes and heaving breath. Surprised, Caroline guessed, at Caroline taking the initiative and leading the way. She'd lost herself for the moment, and that was okay. This was what she wanted right now.

Looping her arms around his neck, Caroline went back to kissing Stefan. The thought crossed her mind that she wouldn't mind doing this for the rest of eternity, but she tried to push it away because this was for tonight. She tried not to think about it and tried not to be heartbroken by it. Because Stefan's lips and tongue felt terrifyingly like home. He broke away breathlessly and moved his lips to her neck. She hummed in pleasure as he kissed, licked and sucked the sensitive skin. Katherine, she realized, was unbuttoning Stefan's shirt and running her hands along his chest. Then she was unbuttoning his jeans and trailing her fingers teasingly across the skin she had exposed.

Caroline stepped away to watch as Katherine pulled Stefan's shirt away from his chest and replaced it with her lips. Stefan closed his eyes and gently held the back of Katherine's head as she licked her way down the muscles of his stomach. She reached the waistband of his briefs and looked up at him devilishly from beneath her lashes. Stefan smiled in a way that Caroline had never seen and that made her feel impossibly hotter inside. Katherine reached her hand inside of Stefan's briefs and gripped him, giving one long stroke with her delicate hand.

Stefan and Caroline gasped in unison. Stefan gripped Katherine's hair. Caroline gripped the hem of her dress hard in her fists, her knuckles white. She wanted to move toward them but wasn't sure how. Stefan sensed her hesitation and motioned her back over with his free hand. He tangled it in her hair and pulled her mouth roughly against his again. Obviously he enjoyed kissing her as much as she enjoyed kissing him. It seemed like a really easy habit to form and a difficult one to break. But she wouldn't worry about that now.

She was swallowing his gasps and moans as she tasted every corner of his delicious mouth and Katherine worked on him below. Caroline couldn't believe how hot this was. She tensed for only a moment as Katherine's free hand brushed her leg and began to slide up under her dress. Stefan sensed was what happening and took Caroline's face in his hands, silently asking if she was okay.

Caroline smiled and nodded, pressing her lips back to Stefan's and gasping against his mouth as Katherine gently palmed her through the outside of her underwear. Stefan growled in response, his tongue deeply exploring Caroline's mouth and thrusting in Katherine's hand desperately. Katherine giggled and stood, moving to stand behind Caroline. Stefan turned Caroline around to face Katherine and pressed his chest firmly against her back. Katherine looked at Caroline with those dark eyes, made even darker with desire and smiled as she reached up to slowly pull the straps of Caroline's dress off of her shoulders and down over her breasts.

Her creamy white breasts spilled out freely. Stefan groaned and pushed himself against her. Katherine took in the sight before her approvingly.

"Very nice, Care Bear," Katherine said with a smile.

Stefan looked over Caroline's shoulder and nodded his approval, licking his lips.

Katherine reached forward tentatively and gently palmed Caroline's breasts, watching them move in her hand. Stefan held Caroline's arms tenderly, not exactly restraining her, although Caroline wouldn't have minded if he was. She had no intention of moving. He moved his lips to her ear and began to kiss along the outside and breathe softly into her ear. The sensations were driving her crazy and she slipped her eyes closed to focus on everything.

When something hot and wet closed over her nipple, Caroline's eyes flew open. She looked down to see the top of Katherine's dark hair and the tip of her pink tongue on her breast. Jolts of electricity shot through her body at the feeling of Katherine closing her mouth around her nipple and giving one soft suck before releasing it and giving the same attention to the other side. Caroline moaned and squeezed her legs together, going mad from Katherine's lips on her skin and Stefan's teeth now softly scraping against her earlobe.

Katherine dropped to her knees and Caroline knew she was in trouble. Stefan's heavy hands replaced Katherine's mouth on her breasts and she enjoyed the difference, the more primal way the squeezed and tugged on her. She turned her head and kissed him hard as he massaged and she gasped as Katherine's elegant fingers lifted her dress and tugged down her underwear in one motion. Stefan kissed her soothingly as Katherine slid a hand up her leg and then a finger slowly against her soaking core. Caroline's legs wobbled. She didn't remember ever being so turned on.

Stefan ran a hand up her neck and held her throat softly, kissing her hard and swallowing her moans as Katherine slipped one, then two fingers inside of her. It felt so different than a man's fingers. More gentle like her own, but not. Stefan suddenly sped them to the couch and sat, placing Caroline between his legs. Katherine, being human, looked surprised for a moment that they had disappered before she laughed and followed them to the couch. Stefan slipped a hand between Caroline's knees and pushed her legs apart, his lips peppering kisses against the skin of her neck.

Katherine positioned herself between Caroline's open legs and flipped up the hem of her white lace dress. Stefan looked down and groaned at the sight of Caroline bare from the chest up and the waist down. She felt him twitch against her back. Katherine licked her lips before lowering her head and slowly kissing the insides of Caroline thighs. Her shiny dark hair tickled Caroline's skin as she moved closer to her target. Stefan squeezed one heavy breast while his fangs scraped lazily over the skin of her neck. Caroline was frozen in anticipation.

She whispered a startled curse as Katherine suddenly ran her tongue between her Caroline's folds before closing her mouth over her swollen clit. Stefan chuckled against her neck and pulled her back against him, grinding against her. The pressure was mounting inside of her. Katherine knew exactly what to do with her lips and tongue and Caroline found herself trying to hold back her quickly approaching orgasm. One, then two fingers slid torturously back inside of her just as Stefan's fangs pricked her neck. She moaned loudly, no longer caring about her dignity.

Stefan licked the drops of blood away with the flat of his tongue.

"You taste delicious," he whispered in her ear before sucking her earlobe between his lips.

She was holding back and Stefan must have sensed it.

"Let go," he whispered in her ear, his hands on her breasts.

She looked back at him and gasped into his mouth as she felt tingling beginning in her core. Katherine licked deliberately and curved her fingers perfectly inside of her and she felt the tingles spreading.

"Just let go," he whispered against her lips, "It's okay. I've got you."

And she believed him. Because she trusted him and she immediately obeyed.

She cried out as the orgasm flowed through her body, the intensity of it shocking her and her eyes squeezed shut against the pleasure of it. She rocked lazily against Katherine's fingers before pulling away. Suddenly very aware of now nearly nude she was. She stood on shaky legs and pulled up her dress to cover her breasts.

"Uh oh," Katherine said, licking her lips, "Regrets already?"

"No," Caroline, challenged, wondering whether or not that was true.

"Good," Katherine said, "Because it's Stefan's turn."

Caroline looked back to her friend who was staring at her in amazement, obviously questioning the reality of the fact that she had just cummed while sitting on his lap. Today was weird. His shirt remained unbuttoned and hanging open, displaying the perfect muscles of his abdomen and the low hanging waistband of his underwear showed off his perfect hip bones.

She had always known he was hot. From the moment she'd laid eyes on him she'd wanted him in that way. But then he'd turned her down and they had become better friends than she ever would have guess. But now, she realized, that she'd never really stopped wanting him. She could admit that now. It seemed silly to try to deny it at this point. What worried her more than the fact that she was attracted to him was how her heart thumped and stomach flopped just from kissing him. The way he could convince her that something this crazy was perfectly normal with just a whispered word in her ear. And the way that something akin to jealousy flashed across her mind as she watched Katherine crawl onto the couch and straddle his hips.

Caroline watched as he wrapped his arms around Katherine's waist and she grabbed his face, kissing him thoroughly. He pulled on her waist, lining her up perfectly with his crotch and slid his hands down to grab her ass, which was about to pop free of the very short, tight dress she was somehow still wearing. She released his face for long enough to take down the straps of her dress and take off her bra, freeing her breasts to hang in front of Stefan's face. His eyes flashed before he attached his hand to one and his mouth to the other. Katherine tossed her head back and lavished in the feeling.

Stefan jerked the bottom of Katherine's dress up, freeing her from the clothing and finding her bare of any underwear. He growled when he realized and greedily ran his hands all over exposed skin, raking his fingers across, squeezing, grabbing. Caroline breathed heavily, aching to rejoin the fun but unsure of how to go about it. They looked pretty self-contained. They looked beautiful together. Knew and played each other expertly. Like only an ageless pair of vampires having known each other for over a century and a half could. She laughed to herself at the absurdity of the thought.

Feeling eyes on her, she noticed Stefan staring at her over Katherine's shoulder. He made a "come here" motion with his head and smiled. Caroline walked over to the couch and allowed Stefan to pull her down next to him. His lips founds hers and her head began to spin again. She heard some movement but her focus was completely on Stefan's mouth and the gentle brushes of his tongue against hers. It wasn't until he finally released her lips and she looked down that she realized that Katherine had slipped herself down onto Stefan. Caroline sucked in a ragged breath, moisture pooling immediately between her legs. Stefan squeezed his eyes shut, the onslaught of Katherine repeatedly lifting and lowering herself on him and Caroline's obvious arousal almost more than he could handle.

Katherine leaned over and kissed Caroline softly, a ghost of a kiss, until Caroline willingly deepened it. Katherine moaned against her mouth and began to ride Stefan harder. He squeezed Katherine's hips desperately, wanting to hold on and wanting to let go at the same time. Caroline watched him, not believing how sexy he was like this. The image was burning itself onto her brain, which would be a problem after tonight when they went back to being friends and pretending this never happened.

Stefan was losing control, after all the teasing and foreplay. He was barely holding on. Slipping a hand between their bodies, he began rubbing Katherine where their bodies were joined. She gasped and smiled, in utter bliss. Caroline felt the pressure between her own legs but resisted the urge to touch herself, no matter how badly she wanted to. Stefan seemed to read her mind and she suddenly felt his hand on her thigh. Her eyes darted to his, which were open and staring at her, questioning, asking permission. In response, Caroline leaned forward, pushing his hand futher up under her dress.

He brushed his thumb against her clit and she gasped and gripped the couch roughly. His other hand was busy quickly bringing Katherine closer and closer to the edge. Caroline watched him as he disappeared into Katherine over and over and tensed as he slid a finger inside of her, followed by another. She moaned at the pleasant stretching sensation, squeezing around his fingers. She wanted to close her eyes when he added his thumb on her clit, making deliciously rhythmic circles and curved his fingers to stroke her g-spot exactly where she wanted him to, but she kept her eyes on him making love to Katherine. For as long as she could before the pressure became too much to withstand.

Katherine called out Stefan's name and came around him. He watched her, his eyes wild and his fangs emerged. Then he turned his eyes to Caroline, who followed immediately. Caroline bit her tongue to avoid crying out his name as she came hard around his fingers. He growled and pumped himself furiously into Katherine, who used her sexy voice to entice him to let go. She stroked his hair lovingly as he came down. Caroline was envious of the connection and wanted to be the one to share the sweet moments after with him. Then she rebuked herself for the thoughts. Her breathing returned to normal and she watched as Stefan's eyes regained focus and flitted over to hers. He looked satiated, confused and guilty at once. He smiled shyly. Caroline felt something replacing the ecstasy that she was coming down from...panic.

Katherine's dark hair was splayed out across Stefan's chest. He absently stroked the silky strands, twirling them around his fingers. She purred against his skin and snuggled more securely against his side. He smiled. He'd forgotten how loving she could actually be. Katherine Pierce, former vampire badass, expert human cuddler.

Caroline had made a quick getaway. Grabbing her underwear and her purse with a few muttered words and disappearing into the night. Stefan worried about it. About her. Or he would. Tomorrow. Right now was just about right now. He was coping.

"You're thinking about Caroline," Katherine accused, leaning onto her elbow and looking at him.

"Yeah," he admitted, "I am."

"She'll be fine," Katherine said, dismissively, "She'll get over it."

"Well, she only made us promise five hundred times not to tell anyone," Stefan said, chuckling, "I think she's ashamed of us."

Katherine smiled, "Not of us. Just of being a vampire, with normal vampire desires."

"You're not even a vampire," Stefan teased, tickling Katherine's side, "What's your excuse?"

"Hey, I'm still a vampire at heart," Katherine said, laughing and wiggling away from the tickles.

"Can I ask you a question?" Stefan asked, turning on his side to face her now on the other side of the bed.

"I suppose," she said.

"Why did you want Caroline to be with us tonight?" he asked, sincerely, "I thought you wanted me all to yourself."

Katherine chuckled, "Well, in an ideal world, yes, you would be allll mine," she said, faux sinisterly.

Stefan smiled and rolled his eyes.

"But," Katherine continued, "I'm dying, Stefan. Like, actually dying."

Stefan rubbed her back soothingly.

"And, believe it or not, I DO love you and I always have," she said, resting her head back on his chest, "And I guess...I just want you to be happy."

Stefan smiled and hugged her tightly to him, kissing her head.

"Okay..." he said, "But what does Caroline have to do with that?"

Katherine laughed and looked at him, surprised, "Oh come on, Stefan. You can't be that clueless. You have like twelve college degrees."

He looked at her, confused.

"She loves you, Stefan," Katherine said, sincerely.

Stefan's heart pounded at her words.

"And, you love her," she added, poking his chest with the word 'you'.

"Of course, I do," Stefan said, "She's my best friend."

Katherine shook her head, "No, that's not it."

"Friends don't look at each other the way you looked at each other all night. Friends don't agree to something like we did tonight," she said.

Stefan considered her words.

"You're saying..." he asked, "That we were just looking for a catalyst? An excuse?"

"Bingo," Katherine said, lifting up and kissing his cheek.

Stefan's ears were ringing with the realization of how good it felt to have Caroline in his arms, to have her lips on his, not to mention everything else. But just holding her. And the look on her face when he told her it would be okay, the pure trust in her eyes. The way his entire chest ignited with emotion when she let go of her reservations in his arms.

"I love her, huh," Stefan said out loud, saying the words out loud somehow making them more real.

"Of course you do, Stefan," Katherine answered sleepily, drifting off.

Stefan smiled as her breathing changed and he knew she was asleep. He glanced at his phone and resisted the urge to text Caroline. She would need some time. And he would stick to his promise. He wouldn't mention tonight ever again. They would be able to return to normal. He was confident. But something besides confusion stirred in his chest, something that felt like possibility. Maybe tonight had been about more than coping. Maybe it was about possibility. Change. New beginnings.


End file.
